Larry Edwards - Aug 22, 2022 Form 4 Insider Report for LA JOLLA PHARMACEUTICAL CO (LJPC)

Role
Chief Executive Officer, Director
Signature
/s/ Larry Edwards
Stock symbol
LJPC
Transactions as of
Aug 22, 2022
Transactions value $
-$74,567
Form type
4
Date filed
8/24/2022, 08:20 PM
Previous filing
Apr 18, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LJPC Common Stock Disposed to Issuer -$74.6K -12K -100% $6.23 0 Aug 22, 2022 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -400K -100% 0 Aug 22, 2022 Common Stock 400K $3.89 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -278K -100% 0 Aug 22, 2022 Common Stock 278K $4.53 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -322 -100% 0 Aug 22, 2022 Common Stock 322 $4.18 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -304 -100% 0 Aug 22, 2022 Common Stock 304 $4.44 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -358 -100% 0 Aug 22, 2022 Common Stock 358 $3.76 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -314 -100% 0 Aug 22, 2022 Common Stock 314 $4.30 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -275 -100% 0 Aug 22, 2022 Common Stock 275 $4.90 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -315 -100% 0 Aug 22, 2022 Common Stock 315 $4.28 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -358 -100% 0 Aug 22, 2022 Common Stock 358 $3.76 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -374 -100% 0 Aug 22, 2022 Common Stock 374 $3.61 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -338 -100% 0 Aug 22, 2022 Common Stock 338 $3.98 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -320 -100% 0 Aug 22, 2022 Common Stock 320 $4.21 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -676 -100% 0 Aug 22, 2022 Common Stock 676 $3.99 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -341 -100% 0 Aug 22, 2022 Common Stock 341 $3.96 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -335 -100% 0 Aug 22, 2022 Common Stock 335 $4.02 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -336 -100% 0 Aug 22, 2022 Common Stock 336 $4.01 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -346 -100% 0 Aug 22, 2022 Common Stock 346 $3.90 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -320 -100% 0 Aug 22, 2022 Common Stock 320 $4.21 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -233 -100% 0 Aug 22, 2022 Common Stock 233 $4.61 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -419K -100% 0 Aug 22, 2022 Common Stock 419K $4.81 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -273 -100% 0 Aug 22, 2022 Common Stock 273 $4.92 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -4.17K -100% 0 Aug 22, 2022 Common Stock 4.17K $4.63 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -320 -100% 0 Aug 22, 2022 Common Stock 320 $4.46 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -350 -100% 0 Aug 22, 2022 Common Stock 350 $4.09 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -361 -100% 0 Aug 22, 2022 Common Stock 361 $3.96 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -334 -100% 0 Aug 22, 2022 Common Stock 334 $4.27 Direct F2
transaction LJPC Employee Stock Option (Right to Buy) Disposed to Issuer -296 -100% 0 Aug 22, 2022 Common Stock 296 $4.37 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Larry Edwards is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 10, 2022, by and among the Issuer, Innoviva, Inc., a Delaware corporation ("Parent"), and Innoviva Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent ("Purchaser"), to which Purchaser completed a tender offer for shares of common stock of the Issuer, $0.0001 par value per share (each, a "Share"), and thereafter merged with and into the Issuer (the "Merger") effective as of August 22, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was converted into the right to receive $6.23 per Share, in cash, without interest (the "Offer Price") and subject to any withholding of taxes, upon the terms and subject to the conditions of the Merger Agreement. From and after the Effective Time, all Shares were no longer outstanding and were automatically cancelled.
F2 Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, an "Issuer Stock Option") that was outstanding and unexercised was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of the Offer Price over the exercise price payable per Share with respect to such Issuer Stock Option.